SCHEDULE 1(A)
ADDITIONAL ACQUIRED
ASSETS
·
Kit Inventory
·
Compodock Inventory
·
Prepaid Expenses
·
Furniture and Fixtures (Attachment
Section A)
·
Computer Equipment (Attachment Section
B)
·
Lab Equipment (Attachment Section
C)
·
Telephone/Communications Equipment
(Attachment Section D)
·
CorCell Public Website
·
CorCell Lead Tracking
Database/Website
·
Traverse Accounting Software with
customizations
·
Prepaid Health Insurance for
October
·
Microsoft Assurance Program
rights
·
Microsoft Office licenses
·
Microsoft Map Point licenses
·
Adobe Acrobat license
·
Mind Manager X5 licenses
·
eCopy Desktop and Server
licenses
·
Quark Express 6.1 license
·
Avaya Solutions software
·
Taske software and user
licenses
·
Symantec Antivirus Server and Client
licenses
SCHEDULE 2
ASSUMED OBLIGATIONS
·
Capital Lease Obligations on equipment
purchased once account balances have been reviewed and
reconciled
·
Current Liabilities – Deferred
Revenue, specifically identified and reconciled as per a detailed
schedule to be provided by Seller
·
Current Liabilities – Customer
Deposits from Payment Plan, specifically identified and reconciled
as per a detailed schedule to be provided by Seller
·
October health insurance expense for
current employees
·
Marketing and advertising expense
including:
Print advertising - $60,000 October
– December 2006
Internet expense - $80,000 October
– December 2006
·
Assumption of existing employment
agreements by entering into new agreements with employees.
Severance obligations as detailed in APA I
·
Operating Leases (Attachment):
Canon Financial Services for lease of
Canon L9000 Fax machine
Pitney Bowes Credit Corp for lease of
DM550 System with 5# scale
Dell Financial Services (5 leases) for
lease of 14 desktop computers, 5 laptop computers and 5
projectors
Pitney Bowes Credit Corp for lease of a
folder/inserter
Canon Financial Services for lease of
Canon iR C5800
SCHEDULE 5(D)
CONSENTS
IBC Marketing Services and Securities
Purchase Agreement dated April 11, 1997 between Independence Blue
Cross and CorCell, Inc.
IBC Services Agreement dated June 20,
2003 between Independence Blue Cross and CorCell, Inc.
Keystone Health Plan East dated July 1,
2002 between Keystone and CorCell, Inc.
QCC Insurance Company dated July 1, 2002
between QCC Insurance Company and CorCell, Inc. and Highmark Inc.
DBA Pennsylvania Blue Shield
National Labor Office of the BlueCross
Blue Shield Association dated august 1, 2004 between National
Account Services Company LLC, BlueCross and BlueShield Association
and CorCell, Inc.
HEARTHSTONE COMMUNICATIONS, LTD dated
November 9, 2005 between Hearthstone Communications Ltd. and
CorCell, Inc.
GE CAPITAL CONSUMER CARD CO. dated July
13, 2004 between GE Capital Consumer Card Co. and CorCell,
Inc.
CorCell Stockholder/Board
Consent
Canon Financial Services for lease of
Canon L9000 fax machine and iR C5800 copier dated January 21, 2005
between Canon Financial Services, Inc. and CorCell, Inc.
Pitney Bowes Credit Corp for lease of
DM5500 System with 5# scale and folder/inserter dated July 28, 2004
between Pitney Bowes Credit Co
